Reachkit

Terms of Service

Last Updated: March 28, 2025

1. Introduction

Welcome to Reachkit (“we,” “our,” “us”). These Terms of Service (“Terms”) govern your access to and use of Reachkit’s website, software, services, and applications (collectively, the “Services”). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to all of the terms and conditions of this Agreement, you must not use the Services.

Please note that Reachkit may modify or amend these Terms at any time. When we modify or amend these Terms, we will update the last updated date above, and we may send an email to the last email address you provided to us. Your continued use of the Services following the posting of changes constitutes your acceptance of such changes.

2. Definitions

  • “Account” means a unique account created for you to access our Services.
  • “Aggregated Data” means data and information related to Subscriber Data that is used by Reachkit in a de-identified, aggregated and/or anonymized manner.
  • “Applicable Data Protection Laws” means GDPR, CCPA, and other data privacy laws applicable to processing of Personal Data under these Terms.
  • “Connected Account” means any third-party email system or platform connected to, or integrated with, the Services by or on behalf of you.
  • “Connected Account Data” means any data collected from, or provided by, any Connected Account.
  • “Content” means any information, data, text, software, graphics, messages, or other materials that you upload, transmit, or otherwise make available through our Services.
  • “Intellectual Property Rights” means all past, present, and future rights of the following types: (a) rights associated with works of authorship, including copyrights and moral rights; (b) trademark and trade name rights; (c) trade secret rights; (d) patent rights; (e) other proprietary rights; and (f) rights in or relating to registrations, renewals, extensions, and applications for any of the rights referred to above.
  • “Performance Data” means any log files, metadata, telemetry data and other technical performance data automatically generated by the Services relating to the use, performance, efficacy, reliability and/or accuracy of the Services.
  • “Personal Data” has the meaning given in Applicable Data Protection Laws.
  • “Reachkit AI Tools” means the artificial intelligence tools made available to you in connection with your use of the Services.
  • “Subscriber” or “you” means an individual or entity who has registered for an account and accesses or uses our Services.
  • “Subscriber Data” means, other than Aggregated Data, any content, including email content, or newsletters, sent by you through the Services, including any information, data and other content that is submitted, uploaded or transmitted to the Services by or on behalf of you.
  • “Subscription” means the recurring payment plan you select when signing up for our Services.
  • “Users” means your employees, representatives, consultants, contractors, or agents authorized by you to access the Services.
  • “Warmup Network” means Reachkit’s network of email accounts used to facilitate the warming up of new email accounts to improve deliverability.

3. Account Registration and Eligibility

3.1 Account Creation

To use our Services, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.2 Eligibility

You must be at least 18 years old to use our Services. By creating an account, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. You are solely responsible for maintaining the security of your account and for all activities that occur through your account.

4. Connected Accounts and Email Integration

4.1 Connected Accounts

In order to access many of the features and functions of the Services, you will need to link one (1) or more Connected Accounts to the Services. By granting Reachkit access to any Connected Account, you:

(i) represent and warrant that you are entitled to disclose any log-in information provided by you in connection therewith (if applicable) and/or to grant Reachkit access to such Connected Accounts;

(ii) represent and warrant that you are in good standing with respect to such Connected Accounts; and

(iii) acknowledge that Reachkit may access any and all Connected Accounts and Connected Account Data in order to provide the Services and otherwise in accordance with the terms of these Terms, including, as examples, to send test emails or troubleshoot in order to ensure the functionality of the Services.

You further acknowledge and agree that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Reachkit will have no liability for any unavailability of any Connected Account, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Account.

4.2 Connected Accounts and Usage

You agree to use Connected Accounts in compliance with applicable laws, regulations, and this Agreement. While there is no specific numerical limit on Connected Accounts you may connect to the Services, Reachkit reserves the right, in its sole discretion, to monitor usage patterns and take necessary action to address any improper use, excessive resource consumption, or activities that may negatively impact platform performance or other users’ experience.

When connecting accounts through custom IMAP-SMTP connections (especially those not from major providers like Google, Outlook, or Office365), you agree to follow industry best practices for email authentication and security. Reachkit reserves the right to suspend or limit access to Connected Accounts that demonstrate suspicious activity, violate our terms, or appear to compromise the integrity of the Services.

4.3 API Usage

When accessing and using any APIs provided by Reachkit, you shall limit API calls to a reasonable volume and Reachkit reserves the right, at its sole discretion, to take any necessary action to address improper use.

5. Email Warmup Network

5.1 Email Warmup Service

Reachkit’s Email Warmup Service helps users test whether your emails are landing in the inboxes of your prospects, or whether those emails are being filtered as spam. If emails are filtered as spam, Reachkit provides users with a report that recommends actions to fix any deliverability issues.

5.2 Confidentiality of Warmup Network Data

If you utilize Reachkit’s Email Warmup Service, you may be exposed to the personal and contact information for other Reachkit users from the Warmup Network. You acknowledge and agree you are prohibited from sharing, storing, transferring or otherwise using this information for any purposes whatsoever. Any such use will be considered a material breach of these Terms.

5.3 Email Verification Service

Reachkit’s Email Verification Service assists you by cleaning and validating your uploaded email list to reduce bounce rates and increase deliverability rates. You acknowledge that verification results represent Reachkit’s best assessment at the time of verification and that email statuses may change over time.

6. Subscription and Payment

6.1 Subscription Plans

We offer various subscription plans with different features and pricing. You can find details about our subscription plans on our pricing page.

6.2 Payment Terms

You agree to pay all fees associated with your subscription plan. Payments are non-refundable except as expressly provided in these Terms or as required by applicable law.

6.3 Billing Cycle

Your subscription will automatically renew at the end of each billing cycle unless you cancel it before the renewal date. For monthly subscriptions, your subscription will renew each month. For annual subscriptions, your subscription will renew each year.

6.4 Auto-Renewal

Under a paid plan, the subscription will continue and automatically renew at Reachkit’s then-current price for such Subscription until terminated in accordance with these Terms. The frequency at which the subscription renews (i.e., monthly, annually, etc.) will be designated at the time you sign up for the subscription.

By subscribing, you authorize Reachkit to charge the payment method designated in your account now, and again at the beginning of any subsequent subscription period. Upon renewal of the subscription, if Reachkit does not receive payment, (i) you shall pay all amounts due on your account upon demand and/or (ii) you agree that Reachkit may either terminate or suspend the subscription and continue to attempt to charge the designated payment method until payment is received (upon receipt of payment, the subscription will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

6.5 Price Changes

We may change the price of our subscription plans from time to time. We will notify you of any price changes before they take effect. If you do not agree to the price change, you must cancel your subscription before the price change takes effect. If you do not cancel your subscription before the price change takes effect, you will be charged the new price.

6.6 Taxes

All fees owed by you in connection with these Terms are exclusive of, and you shall pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon you in connection with these Terms, except for employment taxes and taxes based on Reachkit’s income.

6.7 Late Payments

In the event of any delay in payment, Reachkit will have the right to recover interest on late payments at a monthly rate of 1.5% (or the highest permitted by applicable law, if lower), any collections fees, and other amounts as allowed by law. Reachkit reserves the right (in addition to any other rights or remedies Reachkit may have), upon written notice, to discontinue the Services and immediately suspend your access to the Services if any fees are more than thirty (30) days overdue until such amounts are paid in full. You agree to pay all fees associated with your paid plan, even in the event that any of your emails may be blocked by a third party or may otherwise not reach their recipient, as intended by you.

7. License and Use Restrictions

7.1 License Grant

Subject to the terms and conditions of these Terms, Reachkit hereby grants to you a non-sublicensable, non-transferable, non-exclusive right and license to access and use the features and functionality of the Services ordered by you solely for your internal business purposes and solely in accordance with the terms of these Terms and applicable laws.

7.2 Restrictions on Use

You shall not, and shall procure that your Users shall not:

(a) allow any third party to access the Services except as expressly allowed herein; (b) modify, adapt, alter or translate the Services; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Services for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except as permitted by law; (e) interfere in any manner with the operation of the Services or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Services; (f) modify, copy or make derivative works based on any part of the Services; (g) access or use the Services to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (h) attempt to access the Services through any unapproved interface; (i) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Reachkit or its licensors on the Services or any copies thereof; (j) send promotional emails on behalf of third parties; (k) use the Services for the purpose of sending unsolicited commercial electronic messages, as defined by applicable Spam Laws; or (l) otherwise use the Services in any manner that exceeds the scope of use permitted under Section 7.1 or in a manner inconsistent with these Terms or applicable law, including but not limited to the Telephone Consumer Protection Act (TCPA) and other anti-spam laws.

Reachkit reserves the right to suspend your access to the Services for any failure, or suspected failure, to comply with the foregoing conditions.

7.3 Compliance with Laws

You agree to use our Services in compliance with all applicable laws, regulations, and industry standards, including anti-spam laws and email marketing best practices. This includes, but is not limited to:

(a) Obtaining proper consent from recipients before sending them emails; (b) Including unsubscribe mechanisms in all marketing emails; (c) Adhering to sending frequency limitations as required by law; (d) Including accurate sender identification information; and (e) Maintaining and honoring opt-out lists.

You acknowledge that violation of anti-spam laws can result in significant penalties, and you agree to indemnify and hold Reachkit harmless from any damages resulting from your violation of these laws.

8. Reachkit AI Tools

8.1 AI-Generated Content

Subject to these Terms, Reachkit makes available to you certain artificial intelligence tools in connection with your use of the Services (collectively, the “Reachkit AI Tools”). These Terms shall apply in full to your use of the Reachkit AI Tools. The Reachkit AI Tools leverage third party large language models and artificial intelligence algorithms and platforms (“Third-Party Services”) to generate suggested text, information, results, and other materials (collectively, the “Output”) in response to the information, data, materials, text, or other content that is (i) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available for processing by or through the Services, or (ii) collected, downloaded, or otherwise received by the Services (“Inputs”).

8.2 Limitations of AI Tools

Reachkit does not make any representations with respect to Third-Party Services or any Output provided in connection therewith. Such Third-Party Services are not under the control of Reachkit and do not form part of the Services. Reachkit is not responsible for any Third-Party Services or Output generated thereby and you use such Third-Party Services and Output at your own risk. As between the parties, each of the Inputs and Output are considered “Subscriber Data” for the purposes of these Terms.

YOU AND NOT REACHKIT, SHALL BE SOLELY RESPONSIBLE FOR YOUR AND YOUR USERS’ USE OF THESE FUNCTIONS, INCLUDING ANY USE OF THE RESULTS OF ANY INPUTS AND DECISIONS MADE OR ACTIONS TAKEN BASED ON ANY SUCH RESULTS. YOU ACKNOWLEDGE AND AGREE THAT ANY CONDUCT YOU ENGAGE IN AS A RESULT OF THE INFORMATION PROVIDED BY THE REACHKIT AI TOOLS OR ANY OUTPUTS RECEIVED THEREFROM THAT ARE MADE AVAILABLE THROUGH REACHKIT OR THIRD-PARTY SERVICES IS AT YOUR OWN RISK. YOU AGREE THAT REACHKIT WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR THE REACHKIT AI TOOLS OR OTHER SERVICES PROVIDING INACCURATE INFORMATION TO YOU OR ANY USER.

8.3 Responsible Use of AI Tools

You shall comply with all obligations and commitments in these Terms with respect to Subscriber Data in connection with your use of the Reachkit AI Tools. You are solely responsible for the Inputs, your Outputs and your use thereof. You are responsible for reviewing any Output prior to its use and exercising your own business and legal judgment as to its suitability for use.

You shall not use any Inputs or Output that: (a) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights; (b) is deceptive, discriminatory, biased, unethical, defamatory, obscene, pornographic or illegal; (c) contains any viruses, worms or other malicious computer programming codes that may damage the Services; (d) contains any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers; or (e) violates the terms of use or other agreements for any Connected Accounts.

Reachkit reserves the right to suspend or terminate your access to the Reachkit AI Tools for any failure by you to comply with this Section. You acknowledge and agree that, notwithstanding the automated suggestions provided by the Reachkit AI Tools, you remain solely responsible for the content, legality, accuracy, and completeness of the Outputs, and any use thereof.

9. Subscriber Data and Content

9.1 Responsibility for Subscriber Data

You are solely responsible for any and all obligations with respect to the accuracy, quality and legality of Subscriber Data, including lead lists from third parties.

You will obtain all third party licenses, consents and permissions needed for Reachkit to receive, use and Process the Subscriber Data to provide the Services. Without limiting the foregoing, you will be solely responsible for:

(i) providing all appropriate privacy notices to all third parties (including all Users); and (ii) obtaining from all third parties (including all Users) all necessary consents and rights for Reachkit to receive, use and Process the Subscriber Data submitted by or on behalf of you or Users for the purposes set forth in these Terms, including all consents required in accordance with all Applicable Data Protection Laws.

9.2 Representations and Warranties Regarding Subscriber Data

You represent and warrant that the Subscriber Data will not:

(a) infringe, misappropriate or violate any intellectual property, proprietary, or other right of any third party; (b) contain any virus or program designed to cause damage, intercept or misappropriate any system or Personal Data in a fraudulent manner; (c) contain any unlawful, bullying, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature or any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable laws or regulations; (d) contain any sensitive Personal Data, including social security number, individually identifiable health or health insurance information, bank account information or credit card information; (e) be false, misleading or inaccurate; or (f) be in breach of our anti-spam policy.

In the event of any breach by you of this Section 9.2, or if Reachkit suspects or has reason to believe that you are in breach hereof, then Reachkit may, without any further obligation or liability to you, suspend and/or terminate these Terms (or limit your sending capabilities or rights) immediately upon written notice and close your master account.

9.3 License to Subscriber Data

You retain all right, title and interest in and to the Subscriber Data. You hereby grant to Reachkit a non-exclusive, worldwide, royalty-free and fully paid-up license to:

(a) access and use Subscriber Data to provide the Services to you; and (b) collect and compile data and information related to Subscriber Data that is used by you in a de-identified, aggregated and/or anonymized manner to improve the Services (“Aggregated Data”); provided, that, the license grant in subpart (b) shall be perpetual and irrevocable.

You represent and warrant that you have all necessary rights to grant Reachkit the foregoing licenses. Without limiting the generality of the foregoing, you acknowledge and agree that the foregoing license includes the right for Reachkit to verify all emails uploaded to the Services in an effort to provide high-quality deliverability standards, lower bounce rates, and maintain a high deliverability reputation for our customers. Email addresses that are detected as invalid will be blocked by the Services and the applicable User will not be able to send emails to the invalid address via the Services.

9.4 Aggregated Data

As between Reachkit and you, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Reachkit. You agree that Reachkit may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law; provided that such Aggregated Data does not identify you or your Confidential Information.

9.5 Performance Data

Reachkit retains all right, title and interest in and to the Performance Data, and may use Performance Data for any lawful purpose.

10. Data Protection and Privacy

10.1 Data Processing Obligations

(a) Roles: You (Controller) appoint Reachkit (Processor) to process Personal Data under these Terms.
(b) GDPR Compliance: Where EU GDPR applies, Reachkit will:
(i) Process data only per documented instructions
(ii) Ensure subprocessor compliance (listed at reachkit.ai/subprocessors)
(iii) Implement technical/organizational security measures
(iv) Notify you of data breaches within 72 hours of discovery. (c) CCPA: For California consumers, Reachkit acts as “Service Provider” under CCPA.
(d) Audits: Upon request, Reachkit will provide SOC 2 Type II reports as confidentiality permits.

10.2 Privacy Policy

Your use of our Services is also governed by our Privacy Policy, available at reachkit.ai/privacy. By using our Services, you consent to the collection and use of information as detailed in our Privacy Policy.

10.3 Cookies and Tracking Technologies

We use cookies and similar tracking technologies to track the activity on our Services and hold certain information. Cookies are files with a small amount of data which may include an anonymous unique identifier. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Services.

11. Technical Parameters and Service Limitations

11.1 Service Availability

Reachkit will use commercially reasonable efforts to maintain the availability of the Services. However, Reachkit does not guarantee any minimum service uptime and the Services are provided on an “as is” and “as available” basis.

11.2 Email Deliverability

Reachkit does not guarantee that all emails sent through the Services will be delivered to the intended recipients. Email deliverability depends on various factors beyond Reachkit’s control, including but not limited to recipient email server configurations, spam filters, and individual recipient settings.

11.3 Technical Parameters

The following technical parameters apply to the Services:

(a) Email Processing Limits: Reachkit imposes daily and monthly limits on the number of emails that can be sent through the Services, as specified in your subscription plan.

(b) API Rate Limits: API calls are subject to rate limiting to ensure service stability. Rate limits are specified in the API documentation.

(c) Email Verification Accuracy: Email verification services provide Reachkit’s best assessment of email validity at the time of verification but cannot guarantee long-term accuracy as email statuses may change over time.

(d) Warmup Network Performance: The effectiveness of the email warmup process depends on various factors, including the reputation of your domain, your email sending patterns, and the policies of email service providers.

(e) Service Maintenance: Reachkit may perform scheduled maintenance on the Services, which may result in temporary service unavailability. Reachkit will endeavor to provide advance notice of any scheduled maintenance.

(f) Third-Party Dependencies: The Services rely on various third-party services and APIs. Performance issues with these third-party services may impact the performance of the Services.

11.4 Force Majeure

Reachkit shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, riots, or war.

12. Intellectual Property

12.1 Reachkit Intellectual Property

You acknowledge that Reachkit retains all right, title and interest in and to the Services, including all algorithms, AI, language and visual models and improvements thereto, Integration Tools and all software and all Reachkit proprietary information and technology used by Reachkit or provided to you in connection with the Services (the “Reachkit Technology”), and that the Reachkit Technology is protected by Intellectual Property Rights owned by or licensed to Reachkit.

Without limiting the generality of the foregoing, the “REACHKIT” name, and all other trademarks and service marks of Reachkit are owned by Reachkit. You shall not have any right to use the Trademarks without Reachkit’s prior written consent. All content on reachkit.ai and otherwise available on the Services, including graphics, logos, page headers, icons, and service names, are the property of Reachkit and its affiliates. Other trademarks that appear on reachkit.ai or throughout the Services is the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Reachkit.

12.2 Feedback

You hereby grant Reachkit a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you, including Users, relating to the Services. Reachkit shall not identify you as the source of any such feedback.

12.3 Restrictions

You must not, without our prior written consent:

(a) copy or use, in whole or in part, any of our Intellectual Property Rights; (b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate any of our Intellectual Property Rights to any third party; (c) reverse assemble, reverse engineer, reverse compile or enhance the Services; (d) breach any Intellectual Property Rights connected with us or the Services, including altering or modifying any of our Intellectual Property Rights; (e) cause any of our Intellectual Property Rights to be framed or embedded in another digital asset; (f) create derivative works or reproductions of any of our Intellectual Property Rights or the Services; (g) resell, assign, transfer, distribute or make available the Services to third parties; (h) “frame”, “mirror” or serve any of the Services on any web server or other computer server over the Internet or any other network; or (i) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers, or any other means of identification used on or in relation to the Services.

13. Confidentiality

13.1 Confidential Information

Each Party (“Receiving Party”) acknowledges that it may receive from the other Party (“Disclosing Party”) confidential information relating to the Disclosing Party and such confidential information includes, but is not limited to, technical, business, marketing and financial information, and any other information that could reasonably be considered confidential or proprietary (“Confidential Information”). The terms of these Terms, the Reachkit Technology, and all technical information relating thereto shall be considered Confidential Information of Reachkit.

13.2 Exceptions

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a wrongful act of the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a source that is entitled to disclose it to the Receiving Party; or (c) is independently developed by the Receiving Party, its employees or third party contractors without access to or use of the Disclosing Party’s Confidential Information.

13.3 Obligations

During and after the Term of these Terms, the Receiving Party shall: (i) not use (except for performance of these Terms) or disclose Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party (except for disclosure to Reachkit’s employees, subcontractors, and Representatives solely as necessary for performance of the Services); and (ii) take no less than the same measures that it takes with its own Confidential Information, and in any case no less than reasonable measures, to maintain the Confidential Information of the Disclosing Party in confidence.

“Representatives” means a Party’s attorneys, consultants, and subcontractors who have a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.

13.4 Lawful Disclosure

Either party may disclose Confidential Information to the extent required by law, provided that the Receiving Party gives the Disclosing Party reasonable advance notice of such required disclosure and cooperates with the Disclosing Party so that the Disclosing Party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.

13.5 Ownership

All Confidential Information disclosed by Disclosing Party shall remain the property of the Disclosing Party. The Disclosing Party reserves all rights in its Confidential Information. Nothing in these Terms or the disclosures envisaged by these Terms shall (except for the limited use right above) operate to transfer, or operate as a grant of any Intellectual Property Rights in the Confidential Information.

14. Term and Termination

14.1 Term

The term of these Terms will commence on the date that you first access or use the Services and continue until terminated in accordance with the terms of these Terms (the “Term”). Each subscription will have an initial term as specified in the subscription plan that you purchase (the “Initial Subscription Term”), and will automatically renew for successive terms of the same period as the Initial Subscription Term (each, a “Renewal Subscription Term” and collectively with the Initial Subscription Term, the “Subscription Term”), unless either party provides notice of its intent to terminate the subscription prior to the end of the then-current term in accordance with the notice requirements in these Terms.

14.2 Termination by You

You may terminate your account at any time by following the instructions on our website or by contacting us at [email protected]. If you terminate your account, you will continue to have access to the Services until the end of your current billing period, but you will not receive a refund for any fees already paid.

14.3 Termination by Reachkit

Reachkit may suspend or terminate your access to our Services at any time, with or without cause, and with or without notice. Without limiting the foregoing, Reachkit may terminate these Terms or specific subscription plan upon written notice if you materially breach these Terms or the terms of the subscription plan and do not cure such breach within thirty (30) days after written notice of such breach.

14.4 Effect of Termination

Upon the expiration or termination of these Terms or specific subscription plan for any reason:

(a) any amounts owed to Reachkit under these Terms will become immediately due and payable; (b) your right to use our Services will immediately cease, and we may delete your account and Content; (c) Sections 7.2, 8, 9, 11, 12, 13, 14.4, 15, 16, 17, 18, and 19 will survive the termination of these Terms; (d) we may, but are not obligated to, delete your Subscriber Data after thirty (30) days have passed from the date of termination; and (e) each party must promptly return (where possible) or delete or destroy (where not possible to return), the other party’s Confidential Information and intellectual property, and/or documents containing or relating to the other party’s Confidential Information unless required by law or regulatory requirements to retain such information.

15. Warranties and Disclaimers

15.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal right and authority to enter into these Terms; (b) it will comply with all applicable laws and regulations in connection with the performance of its obligations and the exercise of its rights under these Terms; and (c) it has all necessary rights, consents, and permissions to provide the information, data, and materials provided by it under these Terms.

15.2 Your Warranties

You represent and warrant that:

(a) you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access, and documentation that is reasonably necessary to enable us to perform the Services and as otherwise requested by us, from time to time, and in a timely manner; (b) you are responsible (at your cost) for obtaining and maintaining any consents, licenses, authorities, and permissions required for you to make use of the Services (and you will provide evidence of this to us upon request); (c) all information and documentation (including Subscriber Data) that you provide to us or upload into the Services in connection with these Terms is true, correct, and complete, and that we will rely on such information and documentation in order to provide the Services; and (d) you are solely responsible for establishing and maintaining any operating environment necessary to use and obtain the benefit of the Services.

15.3 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND (B) REACHKIT AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN THE EVENT THERE IS A DISRUPTION OF THE SERVICES, REACHKIT DOES NOT GUARANTEE ANY MINIMUM SERVICE UPTIME DURING THE RECOVERY PROCESS. FURTHERMORE, REACHKIT DOES NOT GUARANTEE A MINIMUM UPTIME OF THE SERVICES AT ANY POINT OF YOUR USE OF THE SERVICES, NOR DOES REACHKIT GUARANTEE THAT ALL EMAILS WILL BE PROCESSED AND DELIVERED BY REACHKIT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMERS, REACHKIT REFERS YOU AND USERS TO THE TECHNICAL PARAMETERS WITH RESPECT TO SPECIFIC LIMITATIONS ON THE PERFORMANCE OF THE SERVICES AND THE OUTPUT DELIVERED TO YOU OR USERS.

15.4 Connected Accounts

You acknowledge that Reachkit has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any Connected Accounts or other component thereof, including the accuracy, timeliness, reliability, or completeness of any Connected Account Data. Reachkit will have no liability with respect to any acts, omissions, reliance, delays, errors or other liabilities arising from or related to any downtime, unavailability, inaccuracies or failures of any Connected Accounts.

15.5 Third-Party Service Providers

The Services may include links to third-party websites and services (“Third-Party Links”) or the information of third-party service providers that Reachkit believes may be of interest to its Subscribers (“Third-Party Providers”). These Third-Party Links or references to Third-Party Providers are not an endorsement or recommendation – implied or otherwise – of any of the listed providers or links. Each Third-Party Provider listed and Third-Party Link provided is independent from Reachkit and is not under the control of Reachkit. Reachkit accepts no responsibility for and disclaims any liability from the actions of the Third-Party Providers or reliance on any information from or about such Third-Party Providers. You should make your own independent evaluation before conducting business with any Third-Party Provider or relying on any such information provided by such Third-Party Provider.

16. Limitation of Liability

16.1 Types of Damages

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR LOST DATA OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE LOSSES OR DAMAGES HOWSOEVER ARISING UNDER THESE TERMS OR IN CONNECTION WITH THE REACHKIT TECHNOLOGY, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, WHETHER FORESEEABLE OR NOT AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE, OCCUR OR RESULT. IN NO EVENT SHALL REACHKIT BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.

16.2 Amount of Damages

EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY DAMAGES SUSTAINED IN CONNECTION WITH THE PERFORMANCE OF THESE TERMS WILL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Basis of the Bargain

THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THESE TERMS ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PROVISIONS OF THESE TERMS ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN REACHKIT AND YOU. REACHKIT’S FEES FOR THE SERVICES REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.

16.4 Exclusions

THESE LIMITATIONS OF LIABILITY DO NOT APPLY TO: (A) A BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS; OR (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17.

17. Indemnification

17.1 By Reachkit

Reachkit will defend at its expense any claim, action, suit, or investigation brought by a third party (“Claim”) against you, and will pay any settlement Reachkit makes or approves, or any damages, losses, costs, and expenses (“Losses”) incurred by you in connection with such Claim, insofar as such Claim alleges that the Services infringe such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America.

If any portion of the Services becomes, or in Reachkit’s opinion is likely to become, the subject of a claim of infringement (“Infringing Technology”), Reachkit may, at Reachkit’s option: (a) procure for you the right to continue using the Infringing Technology; (b) replace the Infringing Technology with non-infringing software or Services which do not materially impair the functionality of the Services; (c) modify the Infringing Technology so that it becomes non-infringing; or (d) terminate these Terms and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, you will immediately cease all use of the Reachkit Technology.

Notwithstanding the foregoing, Reachkit will have no obligation under this section or otherwise with respect to any infringement claim based upon: (i) any use of the Services not in accordance with these Terms or applicable laws, rules, or regulations; (ii) any use of the Services in combination with other products, equipment, software or data not supplied by Reachkit; or (iii) any modification of the Services by any person other than Reachkit or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”).

This section states the sole and exclusive remedy of you and the entire liability of Reachkit, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

17.2 By You

You will defend at your expense any Claim brought against Reachkit, and will pay any Losses incurred by Reachkit in connection with such Claim, to the extent arising out of or relating to: (a) an Exclusion; (b) your breach or alleged breach of Sections 7.2, 9.1, 9.2 or 9.3; (c) any agreement between you and a Connected Account; (d) your use of the Services to send emails that violate anti-spam laws or regulations; or (e) your use of the Inputs and/or Outputs from the Reachkit AI Tools.

This section states the sole and exclusive remedy of Reachkit and the entire liability of you, or any of your officers, directors, employees, shareholders, contractors or representatives, for the claims and actions described herein.

17.3 Procedure

The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party promptly notifying the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party having sole control of the defense or settlement of any claim or suit; and (c) the indemnified party cooperating with the indemnifying party to facilitate the settlement or defense of any claim or suit.

18. Arbitration Agreement

PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT”) CAREFULLY. IT IS PART OF YOUR CONTRACT WITH REACHKIT AND REQUIRES YOU TO ARBITRATE CERTAIN CLAIMS AND DISPUTES WITH REACHKIT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM REACHKIT. THIS ARBITRATION AGREEMENT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

18.1 Applicability of Arbitration Agreement

Subject to the terms of this Arbitration Agreement, you and Reachkit agree that any dispute, claim, or disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive in connection with the Services, any products sold or distributed through the Services, or these Terms and any prior versions of these Terms to which you agreed, including claims and disputes that arose between you and us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration as set forth below, rather than in court, except that: (i) you and Reachkit may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Reachkit may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

18.2 Informal Dispute Resolution

Should a Dispute arise between you and Reachkit, Reachkit is committed to working with you to reach a reasonable resolution. You and Reachkit agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome. You and Reachkit therefore agree that, before either party commences arbitration against the other to resolve a Dispute (or initiates an action in small claims court if a party so elects), that party will try to resolve the Dispute informally by participating in a telephone or videoconference, (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the Informal Dispute Resolution Conference, but you will also participate in the Informal Dispute Resolution Conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Reachkit that you intend to initiate an Informal Dispute Resolution Conference should be sent to the contact information provided in Section 20 (Contact Information).

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree otherwise; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.

In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration.

The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

18.3 Waiver of Jury Trial

YOU AND REACHKIT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Reachkit are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 18.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

18.4 Waiver of Class and Other Non-Individualized Relief

YOU AND REACHKIT AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 18.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 18.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Reachkit agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Reachkit from participating in a class-wide settlement of claims.

18.5 Rules and Forum

These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.

If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Reachkit agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

Unless you and Reachkit otherwise agree, or the Batch Arbitration process discussed in Section 18.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and Reachkit agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

18.6 Arbitrator

The arbitrator will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of receiving written notice of the arbitration from the AAA, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 18.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

18.7 Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 18.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 18.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 18.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 18.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.

The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 18.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and Reachkit. Judgment on the arbitration award may be entered in any court having jurisdiction.

18.8 Attorneys’ Fees and Costs

The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Reachkit need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

18.9 Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and Reachkit agree that in the event that there are fifty (50) or more individual Requests of a substantially similar nature filed against Reachkit by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall: (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”).

In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Reachkit.

You and Reachkit agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

18.10 30-Day Right to Opt Out

You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to the address specified in Section 20 (Contact Information), within thirty (30) days after agreeing to or becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with Reachkit.

18.11 Invalidity, Expiration

Except as provided in Section 18.4 (Waiver of Class or Other Non-Individualized Relief), if any Section or part of any Section of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific Section or part(s) of Section shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. You and Reachkit further agree that any Dispute as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you and Reachkit agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

18.12 Modification

Notwithstanding any provision in these Terms to the contrary, we agree that if Reachkit makes any future material change to this Arbitration Agreement, Reachkit will provide written notice to you. Unless you reject the change within thirty (30) days of such change become effective by writing to Reachkit at the address specified in Section 20 (Contact Information), your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate, Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Reachkit will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

19. General Provisions

19.1 Relationship Between the Parties

Reachkit is an independent contractor; nothing in these Terms will be construed to create a partnership, joint venture, or agency relationship between the parties. You will not have, and will not represent to any third party that you have, any authority to act on behalf of Reachkit. Each party will be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes. Each party will maintain appropriate worker’s compensation insurance for its employees as well as general liability insurance.

19.2 Injunctive Relief

You acknowledge that the Services contain valuable Intellectual Property Rights and proprietary information of Reachkit, that any actual or threatened breach of these Terms will constitute immediate, irreparable harm to Reachkit for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If you continue to use the Services after your right to do so has terminated or expired, Reachkit will be entitled to immediate injunctive relief without the requirement of posting bond.

19.3 Export and Import Laws

You agree not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Reachkit, or any products utilizing such data, in violation of the United States export laws or regulations. Further, each Party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the Services are provided (“Export Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation.

You further represent that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that products, services or technology provided by Reachkit are subject to the export control laws and regulations of the United States, agrees to comply with these laws and regulations, and agrees that it shall not, without prior U.S. government authorization, export, re-export, or transfer Reachkit products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

19.4 Assignment

Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, and any assignment or transfer in derogation of the foregoing shall be null and void, provided, however that either party shall have the right to assign these Terms, without the prior written consent of the other party, to the successor entity in the event of merger, corporate reorganization or a sale of all or substantially all of such party’s assets to which these Terms relates. These Terms shall be binding upon the Parties and their respective successors and permitted assigns.

19.5 Notices

All notices required or permitted under these Terms must be delivered in writing, if to Reachkit, by emailing [email protected] and if to you by emailing the email address used to register an account for purposes of purchasing a subscription, provided, however, that with respect to any notices relating to breaches of these Terms or termination, a copy of such notice will also be sent in writing to the other party: at the party’s address provided as part of the registration process (with respect to you) or to the address specified in Section 20 (Contact Information) (with respect to Reachkit), by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

19.6 Governing Law & Jurisdiction

These Terms are governed by Delaware law. Legal actions must be filed in Delaware state courts or federal courts in Delaware. For injunctions related to IP/confidentiality, either party may sue in any court of competent jurisdiction.

19.7 Waivers; Severability

Any waivers shall be effective only if made in writing signed by representatives authorized to bind the parties. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision or portion of any provision of these Terms is unenforceable, such provision or portion such provision will be interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and all remaining provisions or portions of such provision will continue in full force and effect.

19.8 Force Majeure

Any delay in the performance of any duties or obligations of either party will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outages any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

19.9 Entire Agreement; Amendment

These Terms, including any referenced policies or other documents, constitute the complete agreement between the parties and supersede all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of these Terms. It is expressly agreed that the terms and conditions of these Terms supersede the terms any of your purchase order. To the extent that a conflict arises between the terms and conditions of any referenced policy or other document and these Terms, the conflict will be resolved in order of precedence as follows: (1) the terms set forth in these Terms, and then (2) the referenced policy or other document.

20. Contact Information

  • Email: [email protected]
  • Address: 5214F Diamond Heights Blvd #3282, San Francisco, CA 94131 United States
  • Phone: +1 (415) 212-9062